Item 5.07 Submission of Matters to a Vote of Security Holders.
The final voting results for each matter submitted to a vote of the Company
stockholders at the Special Meeting are set forth below:
1. The Business Combination Proposal: To approve the Merger Agreement and the
Merger. For Against Abstain 7,063,163 34,127 0
2. The Charter Amendment Proposal: To approve and adopt the proposed new
certificate of incorporation (the "Proposed Charter") of New CXApp as the
post-business combination company, which would take effect at the effective
time of the Merger.
For Against Abstain
7,063,163 34,127 0
3. The Advisory Amendment Proposals: To approve, on a non-binding advisory basis,
certain governance provisions in the Proposed Charter of New CXApp.
a. Company Name: To approve and adopt a provision of the Proposed Charter
providing that the name of New CXApp will be "CXApp Inc." For Against Abstain
7,063,163 34,127 0
b. Authorized Shares: To set the number of authorized shares of Class A common
stock of New CXApp, par value $0.0001 per share ("New CXApp Class A Common
Stock"), to 200,000,000, the number of authorized shares of Class C common
stock of New CXApp, par value $0.0001 per share ("New CXApp Class C Common
Stock"), to 10,000,000 and the number of authorized shares of preferred stock
of New CXApp, par value $0.0001 per share ("New CXApp Preferred Stock") to
2,000,000.
For Against Abstain
7,063,163 34,127 0
c. Board Composition: To provide for the classification of the board of directors
into three classes of directors and to change the size of the board of
directors of New CXApp (the "Combined Company Board") to up to five directors.
For Against Abstain
7,063,163 34,127 0
d. Eliminate Blank Check Company Provisions: To eliminate various provisions
applicable only to blank check companies, including the provisions requiring
that the Company have net tangible assets of at least $5,000,001 immediately
prior to, or upon such consummation of, a business combination.
For Against Abstain
7,062,863 34,427 0
4. The Director Election Proposal: To approve the election of five directors,
effective immediately upon the closing of the Merger, to be allocated by the
Combined Company Board into three classes of directors and to serve staggered
terms on the Combined Company Board until the first, second and third annual
meetings of stockholders following the date of the filing of the Proposed
Charter, as applicable, and until their respective successors are duly elected
and qualified.
For Against Abstain
7,063,163 34,127 0
5. The Nasdaq Proposal: To approve, for purposes of complying with the rules of
Nasdaq, the issuance of New CXApp common stock to the CXApp stockholders
pursuant to the Merger Agreement.
For Against Abstain
7,063,163 34,127 0
6. The Incentive Plan Proposal: To approve and adopt the 2023 New CXApp Equity
Incentive Plan, including the authorization of the initial share reserve under
the plan. n For Against Abstain 7,060,263 36,927 100
In connection with the Special Meeting, KINS also solicited proxies with respect
to the adjournment of the Special Meeting to a later date or dates, if
necessary, to permit further solicitation and vote of proxies in the event that
there were insufficient votes for, or for any other reason permitted by the
Merger Agreement in connection with, the approval of one or more of the
proposals at the Special Meeting. As there were sufficient votes at the time of
the Special Meeting to approve proposals 1 through 6 and to ensure that a quorum
was present at the Special Meeting, the adjournment of the Special Meeting to
solicit additional proxies for such purpose was unnecessary and such proposal
was not submitted to the holders of shares of KINS common stock for approval at
the Special Meeting.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements made in this Current Report are “forward-looking statements”
within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995 with respect to the proposed business combination
between KINS and CXApp. Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believe,” “predict,” “potential,” “continue,” “strategy,” “future,”
“opportunity,” “would,” “seem,” “seek,” “outlook” and similar expressions are
intended to identify such forward-looking statements. Forward-looking statements
are predictions, projections and other statements about future events that are
based on current expectations and assumptions and, as a result, are subject to
risks and uncertainties that could cause the actual results to differ materially
from the expected results. These statements are based on various assumptions,
whether or not identified in this Current Report. These forward-looking
statements are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by an investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and will differ
from assumptions. These forward-looking statements include, without limitation,
CXApp’s and KINS’ expectations with respect to the anticipated financial impacts
of the proposed business combination, the satisfaction of closing conditions to
the proposed business combination, and the timing of the completion of the
proposed business combination. You should carefully consider the risks and
uncertainties described in the “Risk Factors” section of KINS’ registration
statement on Form S-4, as amended from time to time, (File No. 333-267938), its
Annual Report on Form 10-K, as amended from time to time, for the fiscal year
ended December 31, 2021, and its subsequent Quarterly Reports on Form 10-Q. In
addition, there are risks and uncertainties described in the definitive proxy
statement/prospectus filed by KINS and other documents filed by KINS or INPX
from time to time with the Securities and Exchange Commission. These filings
identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the
forward-looking statements. Most of these factors are outside CXApp’s and KINS’
control and are difficult to predict. Many factors could cause actual future
events to differ from the forward-looking statements in this Current Report,
including but not limited to: (1) the outcome of any legal proceedings that may
be instituted against KINS or CXApp following any announcement of the proposed
business combination; (2) the inability to complete the proposed business
combination, including due to the inability to concurrently close the business
combination and related transactions; (3) the risk that the proposed business
combination may not be completed by KINS’ business combination deadline and the
potential failure to obtain an extension of the business combination deadline if
sought by KINS; (4) the failure to satisfy the conditions to the consummation of
the proposed business combination; (5) the occurrence of any event, change or
other circumstance that could give rise to the termination of the merger
agreement; (6) volatility in the price of KINS’, Inpixon or CXApp’s securities;
(7) the risk that the proposed business combination disrupts current plans and
operations as a result of the announcement and consummation of the business
combination; (8) the inability to recognize the anticipated benefits of the
proposed business combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage growth
profitably, maintain relationships with customers and suppliers and retain key
employees; (9) costs related to the proposed business combination; (10) changes
in the applicable laws or regulations; (11) the possibility that the combined
company may be adversely affected by other economic, business, and/or
competitive factors; (12) the risk of downturns and a changing regulatory
landscape in the highly competitive industry in which CXApp operates; (13) the
impact of the global COVID-19 pandemic; (14) the potential inability of CXApp to
raise additional capital needed to pursue its business objectives or to achieve
efficiencies regarding other costs; (15) the enforceability of CXApp’s
intellectual property, including its patents, and the potential infringement on
the intellectual property rights of others, cyber security risks or potential
breaches of data security; and (16) other risks and uncertainties described in
KINS’ registration statement on Form S-4, as amended from time to time, and
Annual Report on Form 10-K, as amended from time to time, for the fiscal year
ended December 31, 2021 and its subsequent Quarterly Reports on Form 10-Q, and
in any proxy statement/prospectus filed by KINS. These risks and uncertainties
may be amplified by the COVID-19 pandemic, which has caused significant economic
uncertainty. KINS, Inpixon and CXApp caution that the foregoing list of factors
is not exclusive or exhaustive and not to place undue reliance upon any
forward-looking statements, including projections, which speak only as of the
date made. None of KINS, Inpixon or CXApp gives any assurance that KINS, Inpixon
or CXApp will achieve its expectations. None of KINS, Inpixon or CXApp
undertakes or accepts any obligation to publicly provide revisions or updates to
any forward-looking statements, whether as a result of new information, future
developments or otherwise, or should circumstances change, except as otherwise
required by securities and other applicable laws.
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